Expedite 5 Inc - FORM 8-K - EX-10.1 - SHARE EXCHANGE AGREEMENT - July 6, 2010

Attached files

file filename
8-K - CURRENT REPORT - Expedite 5 Incf8k063010_expedite5.htm
EX-16.1 - LETTER FROM GATELY & ASSOCIATES, LLC DATED JUNE 30, 2010. - Expedite 5 Incf8k063010ex16i_expedite5.htm
EX-99.1 - UNAUDITED PRO-FORMA CONDENSED FINANCIAL INFORMATION. - Expedite 5 Incf8k063010ex99i_expedite5.htm
EX-20.1 - AGREEMENT FOR THE ACQUISITION OF GIMME5GAMES.COM BY ZATTIKKA LIMITED. - Expedite 5 Incf8k063010ex20i_expedite5.htm
EX-99.2 - ZATTIKKA LIMITED FINANCIAL STATEMENTS - Expedite 5 Incf8k063010ex99ii_expedite5.htm
EX-99.3 - ZATTIKKA HOLDINGS LIMITED FINANCIAL STATEMENTS AS AT APRIL 30, 2010. - Expedite 5 Incf8k063010ex99iii_expedite5.htm
Exhibit 10.1
 
SHARE EXCHANGE AGREEMENT

by and among

Expedite 5, Inc.
a Delaware corporation

and


Zattikka Holdings Ltd
a British Virgin Islands Company

and

the Shareholders of
Zattikka Holdings Ltd



Dated as of June 30, 2010



 
 
 

SHARE EXCHANGE AGREEMENT
 
THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of this 30th day of June, 2010, by and between Expedite 5, Inc., a Delaware corporation (hereinafter referred to as “Expedite 5” or the “Company”), ZATTIKKA HOLDINGS LTD, a British Virgin Islands business company (hereinafter referred to as “ZHL”) and the shareholders of ZHL (the “ZHL Shareholders”), upon the following premises:

Premises
 
WHEREAS, Expedite 5 is a Delaware company with no significant operations;
 
WHEREAS, ZHL is a private company incorporated under the laws of the British Virgin Islands, ZHL owns 100% of the issued and outstanding capital stock of Zattikka Limited (“Zattikka”), a company incorporated under the laws of England and Wales (“England”).  On June 24, 2010, ZHL entered into an agreement with Zattikka and its shareholders, in which ZHL acquired the business operation of Zattikka;
 
WHEREAS, Expedite 5 agrees to acquire up to 100% of the issued and outstanding shares of ZHL from the ZHL Shareholders in exchange for the issuance of certain shares of Expedite 5 (the “Exchange”) and the ZHL Shareholders agree to exchange their shares of ZHL on the terms described herein. On the Closing Date (as defined in Section 4.03), ZHL will become a wholly-owned subsidiary of Expedite 5;
 
Agreement
 
NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, and intending to be legally bound hereby, it is hereby agreed as follows:
 
ARTICLE I
 
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF ZHL
 
As an inducement to, and to obtain the reliance of Expedite 5, except as set forth in the ZHL Schedules (as hereinafter defined), ZHL represents and warrants as of the Closing Date, as defined below, as follows:
 
Section 1.01 Incorporation.
 
ZHL is a company duly incorporated, validly existing, and in good standing under the laws of the British Virgin Islands and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted.  Included in the ZHL Schedules are complete and correct copies of the memorandum and articles of association of ZHL as in effect on the date hereof.  The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of ZHL’s memorandum and articles of association.  ZHL has taken all actions required by law, its memorandum and articles of association, or otherwise to authorize the execution and delivery of this Agreement.  ZHL has full power, authority, and legal capacity and has taken all action required by law, its memorandum and articles of association, and otherwise to consummate the transactions herein contemplated.
 

Section 1.02 Authorized Shares.
 

 
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The number of shares which ZHL is authorized to issue consists of 50,000 shares, divided into 20,000 A Ordinary shares, 12,000 B Ordinary shares, and 18,000 C Ordinary shares, each of par value of $0.01 per share.  There are a total of 44,000 shares currently issued and outstanding, split into 18,000 A Ordinary shares, 10,000 B Ordinary shares, and 16,000 C Ordinary shares.  The issued and outstanding shares are validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.
 
Section 1.03  Subsidiaries and Predecessor Corporations
 
                               Except as set forth in the ZHL Schedule 1.03, ZHL does not have any subsidiaries, and does not own, beneficially or of record, any shares of any other corporation.  For purposes hereinafter, the term “ZHL” also includes those subsidiaries set forth on the ZHL Schedules.
 
Section 1.04     No Conflict With Other Instruments
 
The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which ZHL is a party or to which any of its assets, properties or operations are subject.
 
Section 1.05  Compliance With Laws and Regulations
 
To the best of its knowledge, ZHL has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of ZHL or except to the extent that noncompliance would not result in the occurrence of any material liability for ZHL.  This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities.
 
Section 1.06  Approval of Agreement
 
The Board of Directors of ZHL has authorized the execution and delivery of this Agreement by ZHL and has approved this Agreement and the transactions contemplated hereby, and will recommend to the ZHL Shareholders that the Exchange be accepted.
 
Section 1.07  ZHL Schedules
 
ZHL has delivered to Expedite 5 the following schedules, which are collectively referred to as the “ZHL Schedules” and which consist of separate schedules dated as of the date of execution of this Agreement, all certified by the chief executive officer of ZHL as complete, true, and correct as of the date of this Agreement in all material respects:
 
(a) a schedule containing complete and correct copies of the memorandum of association and articles of association of ZHL in effect as of the date of this Agreement; and
 
                               (b) a schedule containing the other information requested above.
 
ZHL shall cause the ZHL Schedules and the instruments and data delivered to Expedite 5
 

 
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hereunder to be promptly updated after the date hereof up to and including the Closing Date.
                               
                               (c)   the audited balance sheet of ZHL as of April 30, 2010 together with the notes to such financial statement and the opinion of Deloitte LLP, independent certified public accountants, and (ii) the audited financial statements as of and for the periods from June 1, 2009 (inception) to December 31, 2009 and the opinion of Deloitte LLP, independent certified public accountants, unaudited quarter ended March 31, 2010, and unaudited from June 1, 2009 (inception) to March 31, 2010.
 
(d)           All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. The ZHL balance sheets are true and accurate and present fairly as of their respective dates the financial condition of ZHL.  As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, ZHL had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of ZHL, in accordance with generally accepted accounting principles. The statements of operations, stockholders’ equity and cash flows reflect fairly the information required to be set forth therein by generally accepted accounting principles.

Section 1.08      Valid Obligation
 
.This Agreement and all agreements and other documents executed by ZHL in connection herewith constitute the valid and binding obligation of ZHL, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.
 
ARTICLE II
 
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF EXPEDITE 5
 
As an inducement to, and to obtain the reliance of ZHL and the ZHL Shareholders, except as set forth in the Expedite 5 Schedules (as hereinafter defined), Expedite 5 represents and warrants, as of the date hereof and as of the Closing Date, as follows:
 
Section 2.01  Organization
 
                                Expedite 5 is a corporation duly incorporated, validly existing, and in good standing under the laws of Delaware and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted.  Included in the Expedite 5 Schedules are complete and correct copies of the certificate of incorporation and articles of association of Expedite 5 (the “Articles”) as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Expedite 5’s certificate of incorporation or Articles.  Expedite5 has taken all action required by law, its certificate of incorporation, its Articles, or otherwise to authorize the execution and delivery of this Agreement, and Expedite 5 has full power, authority, and legal right and has taken all action required by law, its certificate of incorporation, Articles, or otherwise to consummate the transactions herein contemplated.
 
Section 2.02  Capitalization
 
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(a)       Expedite 5’s authorized capitalization consists of (a) 200,000,000 shares of common stock, par value $0.001 per share, of which 5,775,500 shares are issued and outstanding, and (b) 50,000,000 shares of preferred shares, par value $0.001 per share, none of which are issued and outstanding.  All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person. As of the Closing Date, no shares of Expedite 5’s common stock were reserved for issuance upon the exercise of outstanding options to purchase the common shares; (iv) no common shares were reserved for issuance upon the exercise of outstanding warrants to purchase Expedite 5 common shares; (v) no shares of preferred stock were reserved for issuance to any party; and (vi) no common shares were reserved for issuance upon the conversion of Expedite 5 preferred stock or any outstanding convertible notes, debentures or securities.  All outstanding Expedite 5 common shares have been issued and granted in compliance with (i) all applicable securities laws and (in all material respects) other applicable laws and regulations, and (ii) all requirements set forth in any applicable Contracts.

(b)       There are no equity securities, partnership interests or similar ownership interests of any class of any equity security of Expedite 5, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding.   Except as contemplated by this Agreement or as set forth in Schedule 2.02, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Expedite 5 is a party or by which it is bound obligating Expedite 5 to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Expedite 5 or obligating Expedite 5 to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.  There is no plan or arrangement to issue Expedite 5 common shares or preferred stock except as set forth in this Agreement.


Except as contemplated by this Agreement and except as set forth in Schedule 2.02 hereto, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which Expedite 5 is a party or by which it is bound with respect to any equity security of any class of Expedite 5, and there are no agreements to which Expedite 5 is a party, or which Expedite 5 has knowledge of, which conflict with this Agreement or the transactions contemplated herein or otherwise prohibit the consummation of the transactions contemplated hereunder.

Section 2.03  Subsidiaries and Predecessor Corporations
 
Expedite 5 does not have any predecessor corporation(s), no subsidiaries, and does not own, beneficially or of record, any shares of any other corporation.
 
Section 2.04      Financial Statements.
 
(a)  Included in the Expedite 5 Schedules are (i) the audited balance sheets of Expedite 5 as of December 31, 2009 and the related audited statements of operations, stockholders’ equity and cash flows for December 31, 2009 together with the notes to such statements and the opinion of Gately & Associates, LLC, independent certified public accountants, with respect thereto;
 
(b)      Included in the Expedite 5 Schedules are: (i) unaudited balance sheets of March 31, 2010 and the related unaudited statements of operations, stockholders’ equity and cash flows for the
 

 
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(c)  quarters ended on such dates and all such financial statements have been reviewed by Gately & Associates, LLC;
 
(d)  All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. The Expedite 5 balance sheets are true and accurate and present fairly as of their respective dates the financial condition of Expedite 5.  As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, Expedite 5 had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of Expedite 5, in accordance with generally accepted accounting principles. The statements of operations, stockholders’ equity and cash flows reflect fairly the information required to be set forth therein by generally accepted accounting principles;
 
(d)      Expedite 5 has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable;
 
(e)  Expedite 5 has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof.  Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial;
 
(f)  The books and records, financial and otherwise, of Expedite 5 are in all material aspects complete and correct and have been maintained in accordance with generally accepted accounting principles consistently applied throughout the periods involved; and
 
(g)  All of Expedite 5’s assets are reflected on its financial statements, and, except as set forth in the Expedite 5 Schedules or the financial statements of Expedite 5 or the notes thereto, Expedite 5 has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise.
 
Section 2.05  Information
 
        The information concerning Expedite 5 set forth in this Agreement and the Expedite 5 Schedules is complete and accurate in all material respects and does not contain any untrue statements of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.  In addition, Expedite 5 has fully disclosed in writing to ZHL (through this Agreement or the Expedite 5 Schedules) all information relating to matters involving Expedite 5 or its assets or its present or past operations or activities which (i) indicated or may indicate, in the aggregate, the existence of a greater than $1,000 liability , (ii) have led or may lead to a competitive disadvantage on the part of Expedite 5 or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or may lead to a material adverse effect on Expedite 5, its assets, or its operations or activities as presently conducted or as contemplated to be conducted after the Closing Date, including, but not limited to, information relating to governmental, employee, environmental, litigation and securities matters and transactions with affiliates.

Section 2.06  Options or Warrants
 
                               There are no existing options, warrants, calls, or commitments of any character relating to the authorized and unissued stock of Expedite 5.
 
Section 2.07  Absence of Certain Changes or Events
 

 
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.
                                 Since the date of the most recent Expedite 5 balance sheet:
 
(a)  there has not been (i) any material adverse change in the business, operations, properties, assets or condition of Expedite 5 or (ii) any damage, destruction or loss to Expedite 5 (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets or condition of Expedite 5;
 
(b)  Expedite 5 has not (i) amended its certificate of incorporation or Articles except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of Expedite 5; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements other than in the ordinary course of business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or  termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceed $1,000; or  (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for or with its officers, directors, or employees;
 
(c)  Expedite 5 has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligations or liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Expedite 5 balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than $1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value less than $1,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of Expedite 5; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and
 
(d)    to its knowledge, Expedite 5 has not become subject to any law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets or condition of Expedite 5.
 
Section 2.08      Litigation and Proceedings.
 
  There are no actions, suits, proceedings or investigations pending or, to the knowledge of Expedite 5 after reasonable investigation, threatened by or against Expedite 5 or affecting Expedite 5 or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind except as disclosed in the Expedite 5 Schedule 2.08.  Expedite 5 has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree,
 

 
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award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default.
 
Section 2.09  Contracts.
 
(a)       Expedite 5 is not a party to, and its assets, products, technology and properties are not bound by, any contract, franchise, license agreement, agreement, debt instrument or other commitments whether such agreement is in writing or oral;
 
(b)  Expedite 5 is not a party to or bound by, and the properties of Expedite 5 are not subject to any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award; and
 
(c)  Expedite 5 is not a party to any oral or written (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation, (vi) collective bargaining agreement; or (vii) agreement with any present or former officer or director of Expedite 5.
 
Section 2.10  No Conflict With Other Instruments
 
The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which Expedite 5 is a party or to which any of its assets, properties or operations are subject.
 
Section 2.11  Compliance With Laws and Regulations
 
To the best of its knowledge, Expedite 5 has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof.  This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities.
 
Section 2.12  Approval of Agreement
 
The Board of Directors of Expedite 5 has authorized the execution and delivery of this Agreement by Expedite 5 and has approved this Agreement and the transactions contemplated hereby.
 
Section 2.13  Material Transactions or Affiliations
 
Except as disclosed herein and in the Expedite 5 Schedules, there exists no contract, agreement or arrangement between Expedite 5 and any predecessor and any person who was at the time of such contract, agreement or arrangement an officer, director, or person owning of record or known by Expedite 5 to own beneficially, 5% or more of the issued and outstanding common shares of Expedite 5 and which is to be performed in whole or in part after the date hereof or was entered into not more than three years prior to the date hereof.  Neither any officer, director, nor 5% Shareholders of Expedite 5 has, or has had since inception of Expedite 5, any known interest, direct or indirect, in any such transaction with Expedite 5 which was material to the business of Expedite 5.  Expedite 5 has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person.
 

 
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Section 2.14  Expedite 5 Schedules
 
Expedite 5 has delivered to ZHL the following schedules, which are collectively referred to as the “Expedite 5 Schedules” and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of Expedite 5 to be complete, true, and accurate in all material respects as of the date of this Agreement.
 
(a)  a schedule containing complete and accurate copies of the certificate of incorporation and Articles of Expedite 5 as in effect as of the date of this Agreement, identified in paragraph 2.01;
 
(b)      a schedule containing the financial statements of Expedite 5 identified in paragraph 2.04(a) and (b);
 
(c)  a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of Expedite 5 since March 31, 2010, required to be provided pursuant to section 2.07 hereof; and
 
(d)  a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Expedite 5 Schedules by Sections 2.01 through 2.13.
 
Section 2.15  Bank Accounts; Power of Attorney
 
Set forth in the Expedite 5 Schedules is a true and complete list of (a) all accounts with banks, money market mutual funds or securities or other financial institutions maintained by Expedite 5 within the past twelve (12) months, the account numbers thereof, and all persons authorized to sign or act on behalf of Expedite 5, (b) all safe deposit boxes and other similar custodial arrangements maintained by Expedite 5 within the past twelve (12) months, (c) the check ledger for the last 12 months, and (d) the names of all persons holding powers of attorney from Expedite 5 or who are otherwise authorized to act on behalf of Expedite 5 with respect to any matter, other than its officers and directors, and a summary of the terms of such powers or authorizations.
 
Section 2.16  Valid Obligation.
 
This Agreement and all agreements and other documents executed by Expedite 5 in connection herewith constitute the valid and binding obligation of Expedite 5, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.
 
Section 2.17  SEC Filings Financial Statements.
 
(a)   Expedite 5 has made available to ZHL a correct and complete copy, or there has been available on EDGAR, copies of each report, registration statement and definitive proxy statement filed by Expedite 5 with the SEC for the 36 months prior to the date of this Agreement (the “Expedite 5 SEC Reports”), which, to Expedite 5’s knowledge, are all the forms, reports and documents filed by Expedite 5 with the SEC for the 36 months or applicable period prior to the date of this Agreement. As of their respective dates, to Expedite 5’s knowledge, the Expedite 5 SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Expedite 5 SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

 
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(b)    Each set of financial statements (including, in each case, any related notes thereto) contained in the Expedite 5 SEC Reports comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q promulgated under the Exchange Act) and each fairly presents in all material respects the financial position of Expedite 5 at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on Expedite 5 taken as a whole.
 
Section 2.18      Exchange Act Compliance.
 
  Expedite 5 is in compliance with, and current in, all of the reporting, filing and other requirements under the Exchange Act, the common shares have been registered under Section 12(g) of the Exchange Act, and Expedite 5 is in compliance with all of the requirements under, and imposed by, Section 12(g) of the Exchange Act, except where a failure to so comply is not reasonably likely to have a Material Adverse Effect on Expedite 5.
 
Section 2.19  Title to Property.  Expedite 5 does not own or lease any real property or personal property.  There are no options or other contracts under which Expedite 5 has a right or obligation to acquire or lease any interest in real property or personal property.
 
Section 2.20       Intellectual Property.  Expedite 5 does not own, license or otherwise have any right, title or interest in any intellectual property.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE ZHL SHAREHOLDERS
 
               The ZHL Shareholders hereby represents and warrants, severally and solely, to Expedite 5 as follows.

Section 3.01  Good Title.  Each of the ZHL Shareholders is the record and beneficial owner, and has good title to his ZHL common shares, with the right and authority to sell and deliver such ZHL common shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever.  Upon delivery of any certificate or certificates duly assigned, representing the same as herein contemplated and/or upon registering of Expedite 5 as the new owner of such ZHL common shares in the share register of ZHL, Expedite 5 will receive good title to such ZHL common shares, free and clear of all Liens.
 

 
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Section 3.02  Power and Authority. Each of the ZHL Shareholders has the legal power, capacity and authority to execute and deliver this Agreement to consummate the transactions contemplated by this Agreement, and to perform his obligations under this Agreement.  This Agreement constitutes a legal, valid and binding obligation of the ZHL Shareholders, enforceable against the ZHL Shareholders in accordance with the terms hereof.
 
Section 3.03  No Conflicts.  The execution and delivery of this Agreement by the ZHL Shareholders and the performance by the ZHL Shareholders of their obligations hereunder in accordance with the terms hereof: (a) will not require the consent of any third party or governmental entity under any laws; (b) will not violate any laws applicable to the ZHL Shareholders and (c) will not violate or breach any contractual obligation to which the ZHL Shareholders are a party.

Section 3.04  Finder’s Fee.  Each of the ZHL Shareholders represents and warrants that it has not created any obligation for any finder’s, investment banker’s or broker’s fee in connection with the Exchange.

Section 3.05  Purchase Entirely for Own Account. The Exchange Shares (as defined in Section 4.01 herein) proposed to be acquired by each of the ZHL Shareholders hereunder will be acquired for investment for its own account, and not with a view to the resale or distribution of any part thereof, and each of the ZHL Shareholders has no present intention of selling or otherwise distributing the Exchange Shares, except in compliance with applicable securities laws.

Section 3.06       Acquisition of Exchange Shares for Investment.

(a)      Each ZHL Shareholder is acquiring the Exchange Shares for investment for ZHL Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each ZHL Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same.  Each ZHL Shareholder further represents that he or she does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Exchange Shares.
 
(b)  Each ZHL Shareholder represents and warrants that he or she: (i) can bear the economic risk of his respective investments, and (ii) possesses such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment in Expedite 5 and its securities.
 
(c)  Each ZHL Shareholder who is not a “U.S. Person” as defined in Rule 902(k) of Regulation S of the Securities Act (“Regulation S”) (each a “Non-U.S. Shareholder”) understands that the Exchange Shares are not registered under the Securities Act and that the issuance thereof to such ZHL Shareholder is intended to be exempt from registration under the Securities Act pursuant to Regulation S.  Each Non-U.S. Shareholder has no intention of becoming a U.S. Person.  At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, each Non-U.S. Shareholder was outside of the United States.  Each certificate representing the Exchange Shares shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:
 
 
 
 

 
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“THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”
 
“TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

(d)      Each ZHL Shareholder who is a “U.S. Person” as defined in Rule 902(k) of Regulation S (each a “U.S. Shareholder”) understands that the Exchange Shares are not registered under the Securities Act and that the issuance thereof to such ZHL Shareholder is intended to be exempt from registration under the Securities Act pursuant to Regulation D promulgated thereunder (“Regulation D”).  Each U.S. Shareholder represents and warrants that he is an “accredited investor” as such term is defined in Rule 501 of Regulation D or, if not an accredited investor, that such ZHL Shareholder otherwise meets the suitability requirements of Regulation D and Section 4(2) of the Securities Act (“Section 4(2)”). Each U.S. Shareholder agrees to provide documentation to Expedite 5 prior to Closing as may be requested by Expedite 5 to confirm compliance with Regulation D and/or Section 4(2), including, without limitation, a letter of investment intent or similar representation letter and a completed investor questionnaire. Each certificate representing the Exchange Shares issued to such ZHL Shareholder shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:
 
“THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.”
 
“TRANSFER OF THESE SECURITIES IS PROHIBITED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SECURITY SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, OR AN EXEMPTION THEREFROM SHALL BE AVAILABLE UNDER THE ACT AND SUCH LAWS.”

(e)     Each ZHL Shareholder acknowledges that neither the SEC, nor the securities regulatory body of any state or other jurisdiction, has received, considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement.
 
(f)  Each ZHL Shareholder acknowledges that he has carefully reviewed such information as he has deemed necessary to evaluate an investment in Expedite 5 and its securities, and with respect to each U.S. Shareholder, that all information required to be disclosed to such ZHL Shareholder under Regulation D has been furnished to such ZHL Shareholder by Expedite 5.  To the full satisfaction of each ZHL Shareholder, he has been furnished all materials that he has requested relating to Expedite 5 and the issuance of the Exchange Shares hereunder, and each ZHL Shareholder has been afforded the
 

 
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(g)    opportunity to ask questions of Expedite 5’s representatives to obtain any information necessary to verify the accuracy of any representations or information made or given to the ZHL Shareholders.  Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of Expedite 5 set forth in this Agreement, on which each of the ZHL Shareholders have relied in making an exchange of his shares ZHL for the Exchange Shares.
 
(h)  Each ZHL Shareholder understands that the Exchange Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Exchange Shares or any available exemption from registration under the Securities Act, the Exchange Shares may have to be held indefinitely.  Each ZHL Shareholder further acknowledges that the Exchange Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are satisfied (including, without limitation, Expedite 5’s compliance with the reporting requirements under the Securities Exchange Act of 1934, as amended (“Exchange Act”)).
 
(h)      The ZHL Shareholder agrees that, notwithstanding anything contained herein to the contrary, the warranties, representations, agreements and covenants of the ZHL Shareholder under this Section 3.06 shall survive the Closing.
 
Section 3.07     Additional Legend; Consent. Additionally, the Exchange Shares will bear any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended. Each of the ZHL Shareholders consents to Expedite 5 making a notation on its records or giving instructions to any transfer agent of Exchange Shares in order to implement the restrictions on transfer of the Exchange Shares.

ARTICLE IV
 
PLAN OF EXCHANGE
 
Section 4.01     The Exchange.
 
  On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, each of the ZHL Shareholders who has elected to accept the exchange offer described herein by executing this Agreement, shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the number of shares of Expedite set forth on the ZHL Schedules attached hereto, constituting all of the shares of ZHL held by such shareholder; the objective of such Exchange being the acquisition by Expedite 5 of not less than 100% of the issued and outstanding shares of ZHL.  In exchange for the transfer of such securities by the ZHL Shareholders, Expedite 5 shall issue to the ZHL Shareholders, his affiliates or assigns, a total of 7,480,000 shares pursuant to Table 1 attached hereto, representing 56.4% of the total common shares of Expedite 5, for all of the outstanding shares of ZHL held by the ZHL Shareholders (the “Exchange Shares”). At the Closing Date, each of the ZHL Shareholders shall, on surrender of his certificate or certificates representing his ZHL shares to Expedite 5 or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing his proportionate interest in the Exchange Shares.
 
Upon consummation of the transaction contemplated herein, all of the issued and outstanding shares of ZHL shall be held by Expedite 5.  Upon consummation of the transaction contemplated herein there shall be 13,255,500 Expedite 5 common shares issued and outstanding.
 
Section 4.02  Closing
 

 
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The closing (the “Closing” or the “Closing Date”) of the transactions contemplated by this Agreement shall occur upon the exchange of the shares of Expedite 5 and ZHL as described in Section 4.01 herein. Such Closing shall take place at a mutually agreeable time and place, and be conditioned upon all of the conditions of this Agreement being met.
 
Section 4.03  Closing Events
 
At the Closing, Expedite 5, ZHL and the ZHL Shareholders shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.
 
Section 4.04  Termination
 
This Agreement may be terminated by the Board of Directors of ZHL or Expedite 5 only in the event that Expedite 5 or ZHL do not meet the conditions precedent set forth in Articles VI and VII.  If this Agreement is terminated pursuant to this section, this Agreement shall be of no further force or effect, and no obligation, right or liability shall arise hereunder.
 
ARTICLE V
 
SPECIAL COVENANTS
 
Section 5.01      Access to Properties and Records
 
Expedite 5 and  ZHL will each afford to the officers and authorized representatives of the other full access to the properties, books and records of Expedite 5 or ZHL, as the case may be, in order that each may have a full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other, and each will furnish the other with such additional financial and operating data and other information as to the business and properties of Expedite 5 or ZHL, as the case may be, as the other shall from time to time reasonably request.  Without limiting the foregoing, as soon as practicable after the end of each fiscal quarter (and in any event through the last fiscal quarter prior to the Closing Date), each party shall provide the other with quarterly internally prepared and unaudited financial statements.
 
Section 5.02      Delivery of Books and Records
 
At the Closing, Expedite 5 shall deliver to ZHL, the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of Expedite 5 which is now in the possession of Expedite 5 or its representatives.
 
Section 5.03      Third Party Consents and Certificates
 
 Expedite 5 and ZHL agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.
 
Section 5.04      Indemnification.  Expedite 5 hereby agrees to indemnify ZHL and each of the officers, agents, and directors of ZHL and the ZHL Shareholders as of the date of execution of this Agreement against any Loss to which it or they may become subject arising out of or based on any
 

 
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inaccuracy appearing in or misrepresentation made under Article II of this Agreement.  The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement for one year following the Closing.
 
Section 5.05      The Acquisition of Expedite 5 Common Shares
 
 Expedite 5 and ZHL understand and agree that the consummation of this Agreement including the issuance of the Expedite 5 common shares to the ZHL Shareholders in exchange for the ZHL Shares as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes.  Expedite 5 and ZHL agree that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes, which depend, among other items, on the circumstances under which such securities are acquired.
 
(a)      In connection with the transaction contemplated by this Agreement, Expedite 5 and ZHL shall each file, with the assistance of the other and their respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the states where the shareholders of ZHL reside unless an exemption requiring no filing is available in such jurisdictions, all to the extent and in the manner as may be deemed by such parties to be appropriate.
 
(b)  In order to more fully document reliance on the exemptions as provided herein, ZHL, the ZHL Shareholders, and Expedite 5 shall execute and deliver to the other, at or prior to the Closing, such further letters of representation, acknowledgment, suitability, or the like as ZHL or Expedite 5 and their respective counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws.
 
(c)  The ZHL Shareholders acknowledges that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various parties, and that no legal opinion or other assurance will be required or given to the effect that the transactions contemplated hereby are in fact exempt from registration or qualification.
 
Section 5.06     Sales of Securities Under Rule 144, If Applicable.
 
(a)  Expedite 5 will use its best efforts to at all times satisfy the current public information requirements of Rule 144 promulgated under the Securities Act so that its shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by Rule 144 as it is from time to time amended.
 
(b)  Upon being informed in writing by any person holding restricted stock of Expedite 5 that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), Expedite 5 will certify in writing to such person that it is compliance with Rule 144 current public information requirement to enable such person to sell such person’s restricted stock under Rule 144, as may be applicable under the circumstances.
 
(c)  If any certificate representing any such restricted stock is presented to Expedite 5’s transfer agent for registration or transfer in connection with any sales theretofore made under Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by a legal opinion that such transfer has complied with the requirements of Rule 144, as the case may be, Expedite 5 will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to
 

 
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(d)  the transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or restrictive legend.
 
ARTICLE VI
 
CONDITIONS PRECEDENT TO OBLIGATIONS OF EXPEDITE 5
 
The obligations of Expedite 5 under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:
 
Section 6.01       Accuracy of Representations and Performance of Covenants.
 
The representations and warranties made by ZHL and the ZHL Shareholders in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement).  ZHL shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by ZHL prior to or at the Closing.  Expedite 5 shall be furnished with a certificate, signed by a duly authorized executive officer of ZHL and dated the Closing Date, to the foregoing effect.
 
Section 6.02        Officer’s Certificate.
 
Expedite 5 shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of ZHL to the effect that no litigation, proceeding, investigation, or inquiry is pending, or to the best knowledge of ZHL threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or, to the extent not disclosed in the ZHL Schedules, by or against ZHL, which might result in any material adverse change in any of the assets, properties, business, or operations of ZHL.
 
Section 6.03         Good Standing
 
Expedite 5 shall have received a certificate of good standing from the appropriate British Virgin Island authority dated as of a date within ten days prior to the Closing Date, certifying that ZHL is in good standing as a company in the British Virgin Islands.
 
Section 6.04        Approval by ZHL Shareholders
 
The Exchange shall have been approved by the holders of not less than fifty and one tenths percent (50.01%) of the shares, including voting power, of ZHL, unless a lesser number is agreed to by Expedite 5.
 
Section 6.05         No Governmental Prohibition
 
No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.
 
Section 6.06         Consents
 

 
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All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of ZHL after the Closing Date on the basis as presently operated shall have been obtained.
 
Section 6.07        Other Items.
 
(a)  Expedite 5 shall have received a list containing the name, address, and number of shares held by the ZHL Shareholders as of the date of Closing, certified by an executive officer of ZHL as being true, complete and accurate; and
 
(b)  Expedite 5 shall have received such further opinions, documents, certificates or instruments relating to the transactions contemplated hereby as Expedite 5 may reasonably request.
 

ARTICLE VII
 
CONDITIONS PRECEDENT TO OBLIGATIONS OF ZHL
 
AND THE ZHL SHAREHOLDERS
 
The obligations of ZHL and the ZHL Shareholders under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:
 
Section 7.01       Accuracy of Representations and Performance of Covenants
 
The representations and warranties made by Expedite 5 in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date.  Additionally, Expedite 5 shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by Expedite 5.
 
Section 7.02       Closing Certificate
 
 ZHL shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of Expedite 5, to the effect that no litigation, proceeding, investigation or inquiry is pending, or to the best knowledge of Expedite 5 threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the Expedite 5 Schedules, by or against Expedite 5, which might result in any material adverse change in any of the assets, properties or operations of Expedite 5.
 
Section 7.03        Officer’s Certificate. ZHL shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of Expedite 5, certifying that there are no existing liabilities as of the Closing Date and that each representations and warranties of Expedite 5 contained in this Agreement (i) shall have been true and correct as of the date of this Agreement and (ii) shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing.

Section 7.04        Good Standing.  ZHL shall have received a certificate of good standing from the Delaware Secretary of State or other appropriate office, dated as of a date within ten days prior to the Closing Date certifying that Expedite 5 is in good standing as a company in the State of Delaware and has filed all tax returns required to have been filed by it to date and has paid all taxes reported as due thereon.
 

 
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Section 7.05         No Governmental Prohibition
 
No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.
 
Section 7.06         Consents
 
All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of Expedite 5 after the Closing Date on the basis as presently operated shall have been obtained.
 
Section 7.07         Other Items
 
ZHL shall have received further opinions, documents, certificates, or instruments relating to the transactions contemplated hereby as ZHL may reasonably request.
 

ARTICLE VIII
 
MISCELLANEOUS
 
Section 8.01         Brokers
 
Expedite 5 and ZHL agree that, except as set out on Schedule 7.01 attached hereto, there were no finders or brokers involved in bringing the parties together or who were instrumental in the negotiation, execution or consummation of this Agreement.  Expedite 5 and ZHL each agree to indemnify the other against any claim by any third person other than those described above for any commission, brokerage, or finder’s fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party.
 
Section 8.02         Governing Law
 
This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to the matters of state law, with the laws of the State of Delaware.  Venue for all matters shall be in New York, New York, without giving effect to principles of conflicts of law thereunder.  Each of the parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the federal courts of the United States. By execution and delivery of this Agreement, each party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid court, and irrevocably waives any and all rights such party may now or hereafter have to object to such jurisdiction.
 
Section 8.03         Notices
 
Any notice or other communications required or permitted hereunder shall  be in writing and shall be sufficiently given if personally delivered to it or sent by telecopy, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:
 

 
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If to ZHL, to:
Alastair MacDonald
 
Zattikka Holdings Ltd
 
c/o Western Isles Ltd
 
Jardine House, 4th Floor,
 
33-35 Reid Street,
 
Hamilton, HM11
 
Bermuda

 
If to Expedite 5, to:
Mark Opzoomer
 
21 Arlington Street
 
London, United Kingdom SW1A 1RN

 
With copies to (which shall not constitute notice):

 
Gary S. Eaton, Esq.
 
Anslow & Jaclin, LLP
 
195 Route 9 South, Suite 204
 
Manalapan, New Jersey 07726

or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3) days after mailing, if sent by registered or certified mail.

Section 8.04         Attorney’s Fees
 
In the event that either party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing party shall be reimbursed by the losing party for all costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.
 
Section 8.05         Confidentiality
 
Each party hereto agrees with the other that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except (i) to the extent such data or information is published, is a matter of public knowledge, or is required by law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement.  In the event of the termination of this Agreement, each party shall return to the other party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein.
 
Section 8.06         Public Announcements and Filings
 
Unless required by applicable law or regulatory authority, none of the parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any
 

 
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third party (other than its advisors and representatives in connection with the transactions contemplated hereby) or file any document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the parties.  Copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by law or regulatory authorities, shall be delivered to each party at least one (1) business day prior to the release thereof.
 
Section 8.07         Schedules; Knowledge
 
Each party is presumed to have full knowledge of all information set forth in the other party’s schedules delivered pursuant to this Agreement.
 
Section 8.08         Third Party Beneficiaries
 
This contract is strictly between Expedite 5 and ZHL, and, except as specifically provided, no director, officer, stockholder (other than the ZHL Shareholders), employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.
 
Section 8.09         Expenses
 
Subject to Article VI and VII above, whether or not the Exchange is consummated, each of Expedite 5 and ZHL will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the Exchange or any of the other transactions contemplated hereby.
 
Section 8.10         Entire Agreement
 
This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.
 
Section 8.11          Survival; Termination
 
The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of one year.
 
Section 8.12          Counterparts
 
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
 
Section 8.13          Amendment or Waiver
 
Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.  At any time prior to the Closing Date, this Agreement may by amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance may be extended by a writing signed by the party or parties for whose benefit the provision is intended.
 

 
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Section 8.14         Best Efforts
 
Subject to the terms and conditions herein provided, each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable.  Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein.
 

[Signature Pages Follow]
 

 
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IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first-above written.
 
 
 
 
 
  EXPEDITE 5, INC.  
       
 
By:
/s/ Harald Ludwig  
   
Name: Harald Ludwig
  
    Title: Chairman  
       

  ZATTIKKA HOLDINGS LTD  
       
 
By:
/s/ Alastair Macdonald  
   
Name: Alastair Macdonald
  
   
Title:   Director
  
       
 
                                                                               
  ZHL Shareholders:  
       
 
By:
   
       
 
By:
   
       
  By:      
       
  By:    
       
  By:    
       
  By:    
       
  By:    
       
  By:    
       
  By:    
       
  By:    
       
  By:    
       
  By:    


 
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Table 1:                      Exchange Shares to be Issued


 Zattikka Holdings Ltd
    
Name of the Vendors
Number and Class of Shares held in ZHL with par value of $0.01 each
Number and Class of Shares to be issued by Expedite 5 with par value of US$0.001 each
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
 
 
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EXHIBIT A
 
 
ZATTIKKA HOLDINGS LTD (“ZHL”)
Share Exchange Agreement

ZHL Schedules
June 30, 2010


 
Section 1.01
Incorporation
Memorandum and Articles of Association
Certificate of Incorporation
 
Section 1.02
Authorized Shares
 
Section 1.03
Subsidiaries
  
Zattikka Limited
 
Section 1.04
No Conflict With Other Instruments
  
 
Section 1.05
Compliance With Laws and Regulations
 
Section 1.06
Approval of Agreement
 
  
Section 1.07
ZHL Schedules
  
the audited balance sheet of ZHL as of April 30, 2010 together with the notes to such financial statement and the opinion of Deloitte LLP, independent certified public accountants; and for Zattikka, the audited financial statements as of and for the periods from June 1, 2009 (inception) to December 31, 2009 and the opinion of Deloitte LLP, independent certified public accountants, unaudited quarter ended March 31, 2010, and unaudited from June 1, 2009 (inception) to March 31, 2010.
  
Section 1.08
Valid Obligation
  
 
   

 
 
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EXHIBIT A
 

 
EXPEDITE 5, INC. (“Expedite 5”)
Share Exchange Agreement
Expedite 5 Schedules
June 30, 2010

Section 2.01
Organization
Bylaws / Memorandum and Articles of Association
Certificate of Incorporation
 
Section 2.02
Capitalization
The Company has issued a warrant instrument to Notion Capital Nominees Limited to acquire 500,000 common shares at $1.00 per share, exercisable on or before 31 December 2010. 
 
Section 2.03
Subsidiaries and Predecessor Corporation
 
Section 2.04
Financial Statements
  
See SEC filings
 
Section 2.05
Information
 
Section 2.06
Options and Warrants
Notion warrant, see 2.02 above
 
  
Section 2.07
Absence of Certain Changes or Events
  
   
Section 2.08
Litigation and Proceedings
  
 
Section 2.09
Contracts
  
 
|
Section 2.10
No Conflict With Other Instruments
 
Section 2.11
Compliance With Laws and Regulations
 
Section 2.12
  
 
 
 
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EXHIBIT A
 
 
 
 
Approval of Agreement
 
Section 2.13
Material Transactions or Affiliations
 
Section 2.14
Expedite 5 Schedules
 
Section 2.15
Bank Accounts; Power of Attorney
 
Section 2.16
Valid Obligation
 
Section 2.17
SEC Filings; Financial Statements
 
Section 2.18
Exchange Act Compliance
 
Section 2.19
Title to Property
 
Section 2.20
Intellectual Property
  

 
 
 
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